a1013-formofpsuagreement






Exhibit 10.13  BAKKT HOLDINGS, INC.  2021 OMNIBUS EMPLOYEE INCENTIVE PLAN  PERFORMANCE UNIT AGREEMENT  NOTICE OF PERFORMANCE UNIT GRANT  Unless otherwise defined herein, the terms defined in the Bakkt Holdings, Inc.  2021 Omnibus Employee Incentive Plan (the “Plan”) will have the same meanings in this  Performance Unit Agreement which includes the Notice of Performance Unit Grant (the “Notice  of Grant”), the Terms and Conditions of Performance Unit Grant, attached hereto as Exhibit A,  and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).     Grantee Name:  ______________________________    The undersigned Grantee has been granted an Award of Performance Units (“PSUs”),  subject to the terms and conditions of the Plan and this Award Agreement, as follows:  Grant Number:    ______________________________  Date of Grant:     ______________________________  Vesting Commencement Date:  ______________________________  Total Target Number of PSUs:  ______________________________  Total Maximum Number of PSUs:  ______________________________  Vesting Schedule:  Vesting Date(s): This Award shall vest on the date(s) set forth on Exhibit B subject to the  satisfaction of the terms and conditions described in the exhibits (including all schedules subject  thereto).        





 






  - 2 -    By Grantee’s signature and the signature of the representative of the Company below,  Grantee and the Company agree that this Award of PSUs is granted under and governed by the  terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions  of Performance Unit Grant attached hereto as Exhibit A, and all other exhibits, appendices and  addenda attached hereto, all of which are made a part of this document.  Grantee acknowledges  receipt of a copy of the Plan.  Grantee has reviewed the Plan and this Award Agreement in their  entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award  Agreement, and fully understands all provisions of the Plan and this Award Agreement.  Grantee  hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the  Committee upon any questions relating to the Plan or this Award Agreement.  Grantee further  agrees to notify the Company upon any change in Grantee’s residence address indicated below.    GRANTEE  BAKKT HOLDINGS, INC.      ____________________________________ ____________________________________  Signature  Signature    ____________________________________ ____________________________________  Print Name  Print Name       ____________________________________     Title      Grantee Residence Address:    ____________________________________  ____________________________________  ____________________________________  ____________________________________  





 






    EXHIBIT A  BAKKT HOLDINGS, INC.  2021 OMNIBUS EMPLOYEE INCENTIVE PLAN  PERFORMANCE UNIT AGREEMENT  TERMS AND CONDITIONS OF PERFORMANCE UNIT GRANT  1. Grant of PSUs.  The Company hereby grants to the individual (“Grantee”) named in  the Notice of Performance Unit Grant of this Award Agreement (the “Notice of Grant”) under the Plan  an Award of PSUs, and subject to the terms and conditions of this Award Agreement and the Plan,  which is incorporated herein by reference.  Subject to Section 3.1 of the Plan, in the event of a conflict  between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of  the Plan shall prevail.  2. Company’s Obligation to Pay.  Each PSU represents the right to receive a share of  Company Class A Common Stock (a “Share”) on the date it vests.  Unless and until a PSU has vested  in the manner set forth in Section 3 or 4, Grantee will have no right to payment of any such PSU.  Prior  to actual payment of any vested PSUs, such PSU will represent an unsecured obligation of the  Company, payable (if at all) only from the general assets of the Company.  3. Vesting Schedule.  Except as provided in Section 4, and subject to Section 5, the PSUs  awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the  Notice of Grant.  Unless specifically provided otherwise in this Award Agreement or other written  agreement authorized by the Committee between Grantee and the Company or any Subsidiary of the  Company, as applicable, governing the terms of this Award, PSUs scheduled to vest on a certain date  or upon the occurrence of a certain condition will not vest in accordance with any of the provisions of  this Award Agreement, unless Grantee will have been continuously a Service Provider from the Date  of Grant until the date such vesting occurs.  4. Payment after Vesting.  (a) General Rule.  Subject to Section 7, any PSUs that vest will be paid to Grantee  (or in the event of Grantee’s death, to his or her properly designated beneficiary or estate) in whole  Shares.  Subject to the provisions of Section 4(c), such vested PSUs shall be paid in whole Shares as  soon as practicable after vesting, but in each such case within sixty (60) days following the vesting  date.  In no event will Grantee be permitted, directly or indirectly, to specify the taxable year of  payment of any PSUs payable under this Award Agreement.  (b) Discretionary Acceleration.  The Committee, in its discretion, may accelerate  the vesting of the balance, or some lesser portion of the balance, of the unvested PSUs at any time,  subject to the terms of the Plan.  If so accelerated, such PSUs will be considered as having vested as  of the date specified by the Administrator.    (c) Section 409A.    





 






  -2-    (i) If Grantee is a U.S. taxpayer, the payment of Shares vesting pursuant to  this Award Agreement (including any discretionary acceleration under Section 4(b)) shall in all cases  be paid at a time or in a manner that is exempt from, or complies with, Section 409A.  The prior  sentence may be superseded in a future agreement or amendment to this Award Agreement only by  direct and specific reference to such sentence.   (ii) Notwithstanding anything in the Plan or this Award Agreement or any  other agreement (whether entered into before, on or after the Date of Grant), if the vesting of the  balance, or some lesser portion of the balance, of the PSUs is accelerated in connection with the  termination of Grantee’s status as a Service Provider (provided that such termination is a “separation  from service” within the meaning of Section 409A, as determined by the Administrator), other than  due to Grantee’s death, and if (x) Grantee is a U.S. taxpayer and a “specified employee” within the  meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of  such accelerated PSUs will result in the imposition of additional tax under Section 409A if paid to  Grantee on or within the six (6) month period following the cessation of Grantee’s status as a Service  Provider, then the payment of such accelerated PSUs will not be made until the date six (6) months  and one (1) day following the date of cessation of Grantee’s status as a Service Provider, unless  Grantee dies following his or her termination as a Service Provider, in which case, the PSUs will be  paid in Shares to Grantee’s estate as soon as practicable following his or her death.   (iii) It is the intent of this Award Agreement that it and all payments and  benefits to U.S. taxpayers hereunder be exempt from, or comply with, the requirements of  Section 409A so that none of the PSUs provided under this Award Agreement or Shares issuable  thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or  ambiguous terms herein will be interpreted to be so exempt or so comply.  Each payment payable  under this Award Agreement is intended to constitute a separate payment for purposes of Treasury  Regulations Section 1.409A-2(b)(2).  To the extent necessary to comply with Section 409A, references  to termination of Grantee’s status as a Service Provider, termination of employment, or similar phrases  will be references to Grantee’s “separation from service” within the meaning of Section 409A.  In no  event will the Company or any Subsidiary of the Company have any responsibility, liability, or  obligation to reimburse, indemnify, or hold harmless Grantee (or any other person) for any taxes,  penalties and interest that may be imposed, or other costs that may be incurred, as a result of  Section 409A.  5. Forfeiture Upon Termination as a Service Provider.  Unless specifically provided  otherwise in this Award Agreement or other written agreement authorized by the Committee between  Grantee and the Company or any of its Subsidiaries, as applicable, governing the terms of this Award,  if Grantee ceases to be a Service Provider for any or no reason, the then-unvested PSUs awarded by  this Award Agreement will thereupon be forfeited at no cost to the Company and Grantee will have  no further rights thereunder.  6. Death of Grantee.  Any distribution or delivery to be made to Grantee under this Award  Agreement, if Grantee is then deceased, will be made to Grantee’s designated beneficiary, or if no  beneficiary survives Grantee, the administrator or executor of Grantee’s estate.  Any such transferee  must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence  satisfactory to the Company to establish the validity of the transfer and compliance with any laws or  regulations pertaining to said transfer.  





 






  -3-    7. Tax Obligations.  (a) Responsibility for Taxes.  Grantee acknowledges that, regardless of any action  taken by the Company or, if different, Grantee’s employer or any parent or Subsidiary of the Company  to which Grantee is providing services (together, the “Service Recipients”), the ultimate liability for  any tax and/or social insurance liability obligations and requirements in connection with the PSUs,  including, without limitation, (i) all federal, state, and local taxes (including Grantee’s Federal  Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service  Recipient or other payment of tax-related items related to Grantee’s participation in the Plan and  legally applicable to Grantee, (ii) Grantee’s and, to the extent required by any Service Recipient, the  Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or settlement  of the PSUs or sale of Shares, and (iii) any other Service Recipient taxes the responsibility for which  Grantee has, or has agreed to bear, with respect to the PSUs (or settlement thereof or issuance of Shares  thereunder) (collectively, the “Tax Obligations”), is and remains Grantee’s sole responsibility and may  exceed the amount actually withheld by the applicable Service Recipient(s).  Grantee further  acknowledges that no Service Recipient (A) makes any representations or undertakings regarding the  treatment of any Tax Obligations in connection with any aspect of the PSUs, including, but not limited  to, the grant, vesting or settlement of the PSUs, the subsequent sale of Shares acquired pursuant to  such settlement and the receipt of any dividends or other distributions, and (B) makes any commitment  to and is under any obligation to structure the terms of the grant or any aspect of the PSUs to reduce  or eliminate Grantee’s liability for Tax Obligations or achieve any particular tax result.  Further, if  Grantee is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the  date of any relevant taxable or tax withholding event, as applicable, Grantee acknowledges that the  applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or  account for Withholding Obligations (as defined below)  in more than one jurisdiction.    (b) Tax Withholding.  Pursuant to such procedures as the Committee may specify  from time to time, the applicable Service Recipient(s) will withhold the amount required to be withheld  for the payment of Tax Obligations (the “Withholding Obligations”).  The Committee, in its sole  discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee  to satisfy such Withholding Obligations, in whole or in part (without limitation), if permissible by  applicable local law, by:  (i) paying cash in U.S. dollars, (ii) having the Company withhold otherwise  deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet  the withholding requirement for such Withholding Obligations (or such greater amount as Grantee  may elect if permitted by the Committee, if such greater amount would not result in adverse financial  accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such  Withholding Obligations from Grantee’s wages or other cash compensation paid to Grantee by the  applicable Service Recipient(s), (iv) delivering to the Company Shares that Grantee owns and that  already have vested with a fair market value equal to the Withholding Obligations (or such greater  amount as Grantee may elect if permitted by the Committee, if such greater amount would not result  in adverse financial accounting consequences), (v) selling a sufficient number of such Shares  otherwise deliverable to Grantee, through such means as the Company may determine in its sole  discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to  meet the withholding requirement for such Withholding Obligations (or such greater amount as  Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse  financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Committee  deems appropriate.  If the Withholding Obligations are satisfied by withholding in Shares, for tax  





 






  -4-    purposes, Grantee is deemed to have been issued the full number of Shares subject to the vested PSUs,  notwithstanding that a number of the Shares are held back solely for the purpose of paying the  Withholding Obligations.  To the extent determined appropriate by the Committee in its discretion,  the Committee will have the right (but not the obligation) to satisfy any Withholding Obligations by  Net Share Withholding.  If Net Share Withholding is the method by which such Withholding  Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any  portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will  be made to Grantee for the value of the portion of a Share, if any, withheld in excess of the Withholding  Obligations.  If a Sell to Cover is the method by which Withholding Obligations are satisfied, Grantee  agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker  or other fees.  Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale  of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any  associated broker or other fees will be paid to Grantee in accordance with procedures the Company  may specify from time to time.    (c) Tax Consequences.  Grantee has reviewed with his or her own tax advisers the  U.S. federal, state, local and non-U.S. tax consequences of this investment and the transactions  contemplated by this Award Agreement.  With respect to such matters, Grantee relies solely on such  advisers and not on any statements or representations of the Company or any of its agents, written or  oral.  Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own  tax liability that may arise as a result of this investment or the transactions contemplated by this Award  Agreement.  (d) Company’s Obligation to Deliver Shares.  For clarification purposes, in no  event will the Company issue Grantee any Shares unless and until arrangements satisfactory to the  Committee have been made for the payment of Grantee’s Withholding Obligations.  If Grantee fails  to make satisfactory arrangements for the payment of such Withholding Obligations hereunder at the  time any applicable PSUs otherwise are scheduled to vest pursuant to Sections 3 or 4 or Grantee’s  Withholding Obligations otherwise become due, Grantee permanently will forfeit such PSUs to which  Grantee’s Withholding Obligation relates and any right to receive Shares thereunder and such PSUs  will be returned to the Company at no cost to the Company.  Grantee acknowledges and agrees that  the Company may permanently refuse to issue or deliver the Shares if such Withholding Obligations  are not delivered at the time they are due.  8. Rights as Stockholder.  Neither Grantee nor any person claiming under or through  Grantee will have any of the rights or privileges of a stockholder of the Company in respect of any  Shares deliverable hereunder unless and until certificates representing such Shares (which may be in  book entry form) will have been issued, recorded on the records of the Company or its transfer agents  or registrars, and delivered to Grantee (including through electronic delivery to a brokerage account).   After such issuance, recordation and delivery, Grantee will have all the rights of a stockholder of the  Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.  9. No Guarantee of Continued Service.  Grantee acknowledges and agrees that the vesting  of the PSUs pursuant to the vesting schedule hereof is earned only by continuing as a Service Provider  through the applicable vesting dates, which unless provided otherwise under applicable law, is at the  will of the applicable Service Recipient and not through the act of being hired, being granted this PSU  award, or acquiring Shares hereunder.  Grantee further acknowledges and agrees that this Award  





 






  -5-    Agreement, the transactions contemplated hereunder, and the vesting schedule set forth herein do not  constitute an express or implied promise of continued engagement as a service provider for the vesting  period, for any period, or at all, and shall not interfere in any way with Grantee’s right or the right of  any Service Recipient to terminate Grantee’s relationship as a service provider, subject to applicable  law, which termination, unless provided otherwise under applicable law or written agreement between  Grantee and the Service Recipient, may be at any time, with or without cause.  10. Grant is Not Transferable.  Except to the limited extent provided in Section 6, this  Award and the rights and privileges conferred hereby will not be transferred, assigned, pledged or  hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale  under execution, attachment or similar process.  Upon any attempt to transfer, assign, pledge,  hypothecate or otherwise dispose of this Award, or any right or privilege conferred hereby, or upon  any attempted sale under any execution, attachment or similar process, this Award and the rights and  privileges conferred hereby immediately will become null and void.  11. Nature of Grant.  In accepting this Award of PSUs, Grantee acknowledges, understands  and agrees that:  (a) the grant of the PSUs is voluntary and occasional and does not create any  contractual or other right to receive future grants of PSUs, or benefits in lieu of PSUs, even if PSUs  have been granted in the past;   (b) all decisions with respect to future PSUs or other grants, if any, will be at the  sole discretion of the Administrator;   (c) Grantee is voluntarily participating in the Plan;   (d) the PSUs and the Shares subject to the PSUs are not intended to replace any  pension rights or compensation;  (e) the PSUs and the Shares subject to the PSUs, and the income and value of same,  are not part of normal or expected compensation for purposes of calculating any severance,  resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service  awards, pension or retirement or welfare benefits or similar payments;   (f) the future value of the Shares underlying the PSUs is unknown, indeterminable,  and cannot be predicted with certainty;   (g) for purposes of the PSUs, Grantee’s status as a Service Provider will be  considered terminated as of the date Grantee is no longer actively providing services to the Company  or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later  found to be invalid or in breach of employment laws in the jurisdiction where Grantee is a Service  Provider or the terms of Grantee’s employment or service agreement, if any), and unless otherwise  expressly provided in this Award Agreement (including by reference in the Notice of Grant to other  arrangements or contracts) or determined by the Committee, Grantee’s right to vest in the PSUs under  the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g.,  Grantee’s period of service would not include any contractual notice period or any period of “garden  leave” or similar period mandated under employment laws in the jurisdiction where Grantee is a  





 






  -6-    Service Provider or the terms of Grantee’s employment or service agreement, if any, unless Grantee  is providing bona fide services during such time); the Committee shall have the exclusive discretion  to determine when Grantee is no longer actively providing services for purposes of this Award of  PSUs (including whether Grantee may still be considered to be providing services while on a leave of  absence and consistent with local law).  Further, for the avoidance of doubt, Grantee shall not be  entitled to any pro rata vesting of any PSUs should Grantee’s status as a Service Provider cease before  the PSUs have fully vested (e.g., if Grantee’s status as a Service Provider ceases on March 1 before  all of the PSUs have vested, Grantee shall not be entitled to any vesting of the PSUs that were  scheduled to vest on the immediately following vesting date of March 10);   (h) unless otherwise provided in the Plan or by the Committee in its discretion, the  PSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the  PSUs or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed  out or substituted for, in connection with any corporate transaction affecting the Shares; and  (i) the following provisions apply only if Grantee is providing services outside the  United States:  (i) the PSUs and the Shares subject to the PSUs are not part of normal or  expected compensation or salary for any purpose;  (ii) Grantee acknowledges and agrees that no Service Recipient shall be  liable for any foreign exchange rate fluctuation between Grantee’s local currency and the United States  Dollar that may affect the value of the PSUs or of any amounts due to Grantee pursuant to the  settlement of the PSUs or the subsequent sale of any Shares acquired upon settlement; and  (iii) no claim or entitlement to compensation or damages shall arise from  forfeiture of the PSUs resulting from the termination of Grantee’s status as a Service Provider (for any  reason whatsoever whether or not later found to be invalid or in breach of employment laws in the  jurisdiction where Grantee is a Service Provider or the terms of Grantee’s employment or service  agreement, if any), and in consideration of the grant of the PSUs to which Grantee is otherwise not  entitled, Grantee irrevocably agrees never to institute any claim against any Service Recipient, waives  his or her ability, if any, to bring any such claim, and releases each Service Recipient from any such  claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent  jurisdiction, then, by participating in the Plan, Grantee shall be deemed irrevocably to have agreed not  to pursue such claim and agrees to execute any and all documents necessary to request dismissal or  withdrawal of such claim.  12. No Advice Regarding Grant.  The Company is not providing any tax, legal or financial  advice, nor is the Company making any recommendations regarding Grantee’s participation in the  Plan, or Grantee’s acquisition or sale of the Shares underlying the PSUs.  Grantee is hereby advised  to consult with his or her own personal tax, legal and financial advisers regarding his or her  participation in the Plan before taking any action related to the Plan.  13. Data Privacy.  Grantee hereby explicitly and unambiguously consents to the collection,  use and transfer, in electronic or other form, of Grantee’s personal data as described in this Award  Agreement and any other PSU grant materials by and among, as applicable, the Service Recipients for  





 






  -7-    the exclusive purpose of implementing, administering and managing Grantee’s participation in the  Plan.  Grantee understands that the Company and the Service Recipient may hold certain personal  information about Grantee, including, but not limited to, Grantee’s name, home address and telephone  number, date of birth, social insurance number or other identification number, salary, nationality, job  title, any Shares or directorships held in the Company, details of all PSUs or any other entitlement to  Shares awarded, canceled, exercised, vested, unvested or outstanding in Grantee’s favor (“Data”), for  the exclusive purpose of implementing, administering and managing the Plan.    Grantee understands that Data may be transferred to a stock plan service provider, as may be  selected by the Company in the future, assisting the Company with the implementation, administration  and management of the Plan.  Grantee understands that the recipients of the Data may be located in  the United States or elsewhere, and that the recipients’ country of operation (e.g., the United States)  may have different data privacy laws and protections than Grantee’s country.  Grantee understands  that if he or she resides outside the United States, he or she may request a list with the names and  addresses of any potential recipients of the Data by contacting his or her local human resources  representative.  Grantee authorizes the Company, any stock plan service provider selected by the  Company and any other possible recipients which may assist the Company (presently or in the future)  with implementing, administering and managing the Plan to receive, possess, use, retain and transfer  the Data, in electronic or other form, for the sole purpose of implementing, administering and  managing his or her participation in the Plan.  Grantee understands that Data will be held only as long  as is necessary to implement, administer and manage Grantee’s participation in the Plan.  Grantee  understands if he or she resides outside the United States, he or she may, at any time, view Data,  request additional information about the storage and processing of Data, require any necessary  amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting  in writing his or her local human resources representative.  Further, Grantee understands that he or she  is providing the consents herein on a purely voluntary basis.  If Grantee does not consent, or if Grantee  later seeks to revoke his or her consent, his or her status as a Service Provider and career with the  Service Recipient will not be adversely affected.  The only adverse consequence of refusing or  withdrawing Grantee’s consent is that the Company would not be able to grant Grantee PSUs or other  equity awards or administer or maintain such awards.  Therefore, Grantee understands that refusing or  withdrawing his or her consent may affect Grantee’s ability to participate in the Plan.  For more  information on the consequences of Grantee’s refusal to consent or withdrawal of consent, Grantee  understands that he or she may contact his or her local human resources representative.  14. Address for Notices.  Any notice to be given to the Company under the terms of this  Award Agreement will be addressed to the Company at Bakkt Holdings, Inc., 10000 Avalon  Boulevard, Suite 1000, Alpharetta, Georgia 30009, or at such other address as the Company may  hereafter designate in writing.  15. Successors and Assigns.  The Company may assign any of its rights under this Award  Agreement to single or multiple assignees, and this Award Agreement shall inure to the benefit of the  successors and assigns of the Company.  Subject to the restrictions on transfer herein set forth, this  Award Agreement shall be binding upon Grantee and Grantee’s heirs, executors, administrators,  successors and assigns.  The rights and obligations of Grantee under this Award Agreement may be  assigned only with the prior written consent of the Company.  





 






  -8-    16. Additional Conditions to Issuance of Stock.  If at any time the Company will determine,  in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any  securities exchange or under any state, federal or non-U.S. law, the tax code and related regulations or  under the rulings or regulations of the U.S. Securities and Exchange Commission or any other  governmental regulatory body or the clearance, consent or approval of the U.S. Securities and  Exchange Commission or any other governmental regulatory authority is necessary or desirable as a  condition to the issuance of Shares to Grantee (or his or her estate) hereunder, such issuance will not  occur unless and until such listing, registration, qualification, rule compliance, clearance, consent or  approval will have been completed, effected or obtained free of any conditions not acceptable to the  Company.  Subject to the terms of the Award Agreement and the Plan, the Company will not be  required to issue any certificate or certificates for (or make any entry on the books of the Company or  of a duly authorized transfer agent of the Company of) the Shares hereunder prior to the lapse of such  reasonable period of time following the date of vesting of the PSUs as the Committee may establish  from time to time for reasons of administrative convenience.  17. Language.  If Grantee has received this Award Agreement or any other document  related to the Plan translated into a language other than English and if the meaning of the translated  version is different than the English version, the English version will control.  18. Interpretation.  The Committee will have the power to interpret the Plan and this Award  Agreement and to adopt such rules for the administration, interpretation and application of the Plan as  are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the  determination of whether or not any PSUs have vested).  All actions taken and all interpretations and  determinations made by the Committee in good faith will be final and binding upon Grantee, the  Company and all other interested persons.  Neither the Committee nor any person acting on behalf of  the Committee will be personally liable for any action, determination or interpretation made in good  faith with respect to the Plan or this Award Agreement.  19. Electronic Delivery and Acceptance.  The Company may, in its sole discretion, decide  to deliver any documents related to the PSUs awarded under the Plan or future PSUs that may be  awarded under the Plan by electronic means or require Grantee to participate in the Plan by electronic  means.  Grantee hereby consents to receive such documents by electronic delivery and agrees to  participate in the Plan through any on-line or electronic system established and maintained by the  Company or a third party designated by the Company.  20. Captions.  Captions provided herein are for convenience only and are not to serve as a  basis for interpretation or construction of this Award Agreement.  21. Amendment, Suspension or Termination of the Plan.  By accepting this Award, Grantee  expressly warrants that he or she has received an Award of PSUs under the Plan, and has received,  read and understood a description of the Plan.  Grantee understands that the Plan is discretionary in  nature and may be amended, suspended or terminated by the Committee at any time.  22. Country Addendum.  Notwithstanding any provisions in this Award Agreement, the  PSU grant shall be subject to any special terms and conditions set forth in an appendix (if any) to this  Award Agreement for any country whose laws are applicable to Grantee and this Award of PSUs (as  determined by the Committee in its sole discretion) (the “Country Addendum”).  Moreover, if Grantee  





 






  -9-    relocates to one of the countries included in the Country Addendum (if any), the special terms and  conditions for such country will apply to Grantee, to the extent the Company determines that the  application of such terms and conditions is necessary or advisable for legal or administrative reasons.   The Country Addendum (if any) constitutes a part of this Award Agreement.  23. Modifications to the Award Agreement.  This Award Agreement constitutes the entire  understanding of the parties on the subjects covered.  Grantee expressly warrants that he or she is not  accepting this Award Agreement in reliance on any promises, representations, or inducements other  than those contained herein.  Modifications to this Award Agreement can be made only in an express  written contract executed by a duly authorized officer of the Company.  Notwithstanding anything to  the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award  Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Grantee,  to comply with Section 409A or to otherwise avoid imposition of any additional tax or income  recognition under Section 409A in connection with this Award of PSUs.  24. No Waiver.  Either party’s failure to enforce any provision or provisions of this Award  Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor  prevent that party from thereafter enforcing each and every other provision of this Award Agreement.   The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s  right to assert all other legal remedies available to it under the circumstances.  25. Governing Law; Severability.  This Award Agreement and the PSUs are governed by  the internal substantive laws, but not the choice of law rules, of the State of Delaware.  In the event  that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal,  unenforceable or void, this Award Agreement shall continue in full force and effect.   26. Entire Agreement.  The Plan is incorporated herein by reference.  The Plan and this  Award Agreement (including the exhibits, appendices, and addenda attached to the Notice of Grant)  constitute the entire agreement of the parties with respect to the subject matter hereof and supersede  in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the  subject matter hereof, and may not be modified adversely to Grantee’s interest except by means of a  writing signed by the Company and Grantee.  *          *          *  





 






    EXHIBIT B  PERFORMANCE VESTING TERMS  The PSUs will vest according to the Company’s performance against two metrics, which are weighted on a 50/50 basis, set forth below. The Company’s performance  will be measured at the end of each calendar year, and up to one-third of the total PSU award will vest according to the table below, and subject to the “catch-up”  provision described below.    Transacting Accounts:  Fifty percent (50%) of the PSUs will vest according to the Company’s performance against the following “Transacting Accounts” targets:    Performance vs. Target   Payout    2022 Target    2023 Target    2024 Target  <25% of Target None     >25% but <100% of Target Ratable according to Company’s performance against  Target (i.e., from 25% to 99%)      100% of Target 100% 6,000,000 12,000,000 18,000,000  >100% of Target Ratable according to Company’s performance against  Target, but capped at 150% payout      Net Revenue:  The other fifty percent (50%) of the PSUs will vest according to the Company’s performance against the following “Net Revenue” targets:    Performance vs. Target   Payout    2022 Target    2023 Target    2024 Target  <25% of Target None     >25% but <100% of Target Ratable according to Company’s performance against  Target (i.e., from 25% to 99%)      100% of Target 100% $ 55,000,000 $ 224,000,000 $ 357,000,000  >100% of Target Ratable according to Company’s performance against  Target, but capped at 150% payout      Catch-Up:  At the end of the three-year measurement period, the Company’s performance against the two target metrics will be measured. As to each such metric, if (and only  if) the Company has exceeded the relevant metric, then:  





 






    • As to year 3, the portion of the PSU award that vests shall remain calculated according to the table; and  • A “catch-up” amount of the PSU award, equal to the number of PSUs required to bring the year 1 and year 2 PSUs vested to 100% for such years, shall be  added; however, these additional catch-up units will vest as of the end of the three-year measurement period.  For clarity, the catch-up shall be separately calculated as to each such metric, and may be triggered as to both metrics, one, or none.   (continued on next page)       





 






    Example  Assume a total PSU award of 3,000 PSUs. According to the 50/50 weighting, over the three-year measurement period, 1,500 PSUs are allocated to the Transacting  Accounts metric, and 1,500 PSUs are allocated to the Net Revenue metric.             2022 Goal          2022  Performance        2022  Percentage  vs. Target        Percentage of  2022 PSUs  Vesting        Number of PSUs  Vesting for 2022  Performance        Percentage of  PSUs Vesting  After Catch-Up    Additional  Number of  PSUs Vesting  After Catch- Up      Total Number  of PSUs  Vesting After  Catch-Up  Transacting Accounts 6,000,000 2,000,000 33% 33% 167   167  Net Revenue $ 55,000,000 $ 55,000,000 100% 100% 500 100% 0 500                   2023 Goal      2023  Performance    2023  Percentage  vs. Target    Percentage of  2023 PSUs  Vesting    Number of PSUs  Vesting for 2023  Performance      Transacting Accounts 12,000,000 9,000,000 75% 75% 375   375  Net Revenue $ 224,000,000 $ 156,800,000 70% 70% 350 100% 150 500                   2024 Goal      2024  Performance    2024  Percentage  vs. Target    Percentage of  2024 PSUs  Vesting    Number of PSUs  Vesting for 2024  Performance      Transacting Accounts 18,000,000 16,000,000 89% 89% 445   445  Net Revenue $ 357,000,000 $ 400,000,000 112% 112% 560   560          2,547       Catch-up Goal  Performance  vs. Catch-up  Goal         Transacting Accounts 18,000,000 16,000,000        Net Revenue $ 357,000,000 $ 400,000,000                  Total Units Vested  Before Catch-Up     80% 2,397     Catch-Up Units Added     150     Total Percentage of  PSUs Vested After  Catch-Up     85% 2,547